Tax Matters for the Company Handled by Members and Tax Matters Partner Sample Clauses

Tax Matters for the Company Handled by Members and Tax Matters Partner. The Members shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. Tejon shall act as the tax matters partner (“TMP”). The TMP shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend Company funds for professional services and costs associated therewith. The TMP shall oversee the Company’s tax affairs in the overall best interests of the Company; provided, however, that the TMP shall not settle any matter with the Internal Revenue Service, or otherwise extend the statute of limitations applicable to any Member, without the prior written consent of such Member. If for any reason the TMP can no longer serve in that capacity, the Members may designate another Member to be TMP. The TMP shall cause the Company to deliver to each Member the following:
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Tax Matters for the Company Handled by Members and Tax Matters Partner. The Members will from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. The Tax Matters Partner, as defined in Code Section 6231, will represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and will expend the Company funds for professional services and costs associated therewith. The Tax Matters Partner will oversee the Company tax affairs in the overall best interests of the Company. If for any reason the Tax Matters Partner can no longer serve in that capacity or ceases to be a Member or Member, as the case may be, Members holding a Majority Interest may designate another to be Tax Matters Partner. Notwithstanding the foregoing, all major tax elections shall be decided by the Members on advice and counsel of the Tax Matters Partner. All reasonable expenses of the Tax Members Partner shall be reimbursed promptly by the Company.
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Tax Matters for the Company Handled by Members and Tax Matters Partner. IHMC is designated as the "tax matters partner," as defined in Code Section 6231 (the "Tax Matters Partner"), to represent the Company (at the Company's expense) in connection with all examination of the Company's affairs by tax authorities and to expend Company funds for professional services and costs associated therewith, provided, however, that all tax filings, reports, and related material communications shall be subject to the prior review and approval of all Members and the Tax Matters Partner shall not have the authority without first obtaining the consent of the remaining Member to do any of the following: (i) enter into a settlement agreement with the Internal Revenue Service (or any similar state agency) that purports to bind Company, (ii) file a petition as contemplated in Sections 6226(a) or 6228 of the Code, (iii) intervene in any action contemplated in Section 6226(b)(6) of the Code, (iv) file any request contemplated in Section 6227(c) of the Code, (v) enter into an agreement extending the period of limitation as contemplated in Section 6229(b)(1)(B) of the Code; or (vi) file any tax return or report. If IHMC ceases or fails to serve as Tax Matters Partner, then Members by unanimous consent shall appoint another to be the Tax Matters Partner. The Members shall from time to time cause the Company to make such tax elections as they unanimously deem to be in the best interest of the Company and the Members.
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Tax Matters for the Company Handled by Members and Tax Matters Partner. The Members shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. Tejon shall act as the tax matters partner under Section 6231 of the Code (“TMP”). The TMP shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend Company funds for professional services and costs associated therewith; provided, however, that the TMP agrees to provide quarterly reports to DMB regarding the Company’s tax affairs. The TMP shall oversee the Company’s tax affairs in the overall best interests of the Company; provided, however, that the TMP shall not settle any matter with the Internal Revenue Service, or otherwise extend the statute of limitations applicable to any Member, without the prior written consent of such Member. Notwithstanding anything to the contrary in this Section 10.4, the TMP shall take no action nor make any elections without first obtaining the prior written consent of the Members. If for any reason the TMP can no longer serve in that capacity, the Executive Committee may designate the other Member to be TMP. The TMP shall cause the Company to deliver to each Member the following:
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Tax Matters for the Company Handled by Members and Tax Matters Partner. The Members shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company. The Tax Matters Partner, as defined in Code Section 6231, shall represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company funds for professional services and costs associated therewith. The Tax Matters Partner shall oversee the Company tax affairs in the overall best interests of the Company. If for any reason the Tax Matters Partner can no longer serve in that capacity or ceases to be a Member or Manager, as the case may be, Members may designate another to be Tax Matters Partner. The Company shall take the position that it is a "partnership" for federal income tax purposes, and shall not file any federal income tax election or other document that is inconsistent with such position.
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Tax Matters for the Company Handled by Members and Tax Matters Partner. GCA is designated as the “Tax Matters Partner” (as defined in Code Section 6231), to represent the Company (at the Company’s expense) in connection with all examination of the Company’s affairs by tax authorities and to expend Company funds for professional services and costs associated therewith, provided, however, that GCA shall not have the authority without first obtaining the consent of all other Members to do any of the following: (i) enter into a settlement agreement with the Internal Revenue Service (or any similar state agency) that purports to bind the Company; (ii) file a petition as contemplated in Sections 6226(a) or 6228 of the Code; (iii) intervene in any action contemplated in Section 6226(b)(6) of the Code; (iv) file any request contemplated in Section 6227(c) of the Code; and (v) enter into an agreement extending the period of limitation as contemplated in Section 6229(b)(1)(B) of the Code. If GCA ceases or fails to serve as Tax Matters Partner, then IGT shall appoint another to be the Tax Matters Partner.
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Related to Tax Matters for the Company Handled by Members and Tax Matters Partner

  • Tax Matters Partner A. The General Partner shall be the "tax matters partner" of the Partnership for Federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners and Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and Assignees.

  • Tax Matters Member The Company and each Member hereby designate the Managing Member as the “tax matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”).

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

  • Tax Matters Person ... Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee... Section 5.08

  • Authority of Tax Matters Partner The TMP shall have the authority to take any and all action reasonably required as TMP, including by way of example, any of the following: (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind the Partners other than the TMP; (ii) file a Tax Court Petition as contemplated in Code Section 6226(a) or Section 6228; (iii) intervene in any action as contemplated in Code Section 6226(b); (iv) file any requests for administrative adjustment contemplated in Code Section 6227(b); or (v) enter into an agreement extending the limitations period as contemplated by Code Section 6229(b)(1)(B).

  • Designation of Tax Matters Partner The Managing General Partner is hereby designated the Tax Matters Partner of the Partnership under Section 6231(a)(7) of the Code. The Managing General Partner is authorized to act in this capacity on behalf of the Partnership and the Participants and to take any action, including settlement or litigation, which it in its sole discretion deems to be in the best interest of the Partnership.

  • Appointment of Tax Matters Partner The tax matters partner (the “TMP”), as referred to in Code Section 6231(a)(7), for the Partnership shall be the Company.

  • Tax Matters Cooperation Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or Tax proceeding. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

  • Accounting and Tax Matters The General Partner shall keep proper and usual books and records pertaining to the Partnership’s business in accordance with generally accepted accounting principles. The books and records and all files of the Partnership shall be kept at its principal office. The General Partner shall prepare and furnish to the Limited Partners promptly after the close of each fiscal year an unaudited statement, certified by the General Partner, showing the operations of the Partnership for such fiscal year, including a balance sheet and statement of income or loss and changes in financial position for such fiscal year, the balance of each Limited Partner’s Capital Account, the unpaid balance due under all obligations of the Partnership and all other information reasonably requested by any Partner. The Limited Partners, and the authorized agents thereof, shall have the right at all reasonable times to audit, examine and make copies or extracts from the Partnership books of account. Federal, state and local income tax returns of the Partnership shall be prepared and timely filed by the General Partner. Copies of the tax returns shall be furnished to the Limited Partners prior to filing thereof. The General Partner is hereby designated the tax matters partner of the Partnership.

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